A Familiar Face
by Atolli
Summary: After Rory's and Amy's departure, The Doctor and River travel together for a while. They end up in a small mining town called Silverton in Colorado. Something is definitely not right here, and the strange events seem to revolve around a mysterious, quirky young lady... named Amelia. Written with thefictionalLady.
1. Chapter 1

Chapter 1.

"Where are we now, Sweetie?" River asked as she stepped out of the TARDIS.

"I'm not exactly sure," the Doctor said slowly. He looked around him, trying to find some clue as to where they were. He found a worn sign half covered by weeds a few seconds later. "Silverton, Colorado. Population: 700." He turned to face her. "America again!"

"Sounds… exciting," River replied. She put a hand over her eyes and took in her surroundings. The place was really quite beautiful. The town, which seemed to be a mining town, had a rustic air to it, and the mountains provided a perfect backdrop to the scene. The sky was clear and the perfect shade of blue.

The Doctor took her hand and started leading her down the hill. "…Rather hungry," he was saying. "We haven't eaten in ages. Let's find us some grub, shall we?"

River smiled sadly to herself as she looked at him in front of her. He'd taken her all sorts of places lately. Well, ever since her mother and father had left. He'd been keeping himself busy so he wouldn't think about them. But she knew, no matter how hard he tried to put them out of his mind, he thought about them constantly. He was constantly mourning their departure.

So was she. She'd lost her parents, for goodness sake. Unlike him, though, she'd come to terms with things, and she was worried he wouldn't. In a way, River was glad he took her places, wanted to spend time with her, but she knew he was doing it for the wrong reasons. And it made her hurt to know that. _If he only knew—_

"River! Look at this place!" Her thoughts were cut short. She glanced up at the sign he was pointing to. "The Bent Elbow!" he exclaimed.

"You really want to eat here," she asked him. She scanned the area and saw a more… refined restaurant was located just across the street. But, of course, this would be the place he'd want to dine at. The Bent Elbow.

The two walked in and sat at a booth near a window. As River glanced at the menu, the Doctor was gawking at everything in the room. Just like a child, he was. "Where is my Stetson when I need it?"

"I believe you lost it last time you were in America," River replied. As soon as the words left her mouth, she realized the folly she'd made. She looked through her lashes at him. He'd tensed visibly and his eyes had glazed over, as if he were remembering something.

"The last time…," he whispered to himself. Flashes of memories crossed his mind, and he closed his eyes, willing them to go away. He saw Rory, the angels, Amy's face when she said goodbye…

"Hey, folks, how's everything going today?" A waitress was standing next to their table, pad and pen in hand.

River, his beautiful River Song, smiled sweetly at the server and said, "We're doing quite well today, thank you. I'll have salad, if you don't mind. And he," she glanced his way briefly, "will have a cheeseburger."

The waitress took their menus, said the wait wouldn't be very long, and walked away. She met his gaze. "Thank you," he said.

River smiled. His quietly spoken words sent a shiver down her spine. "You're welcome, Sweetie."

Their food came a few minutes later, and the pair ate in silence. The Doctor knew River was studying him, but he didn't acknowledge her. He was lost in his own thoughts. All of a sudden, he didn't have much of an appetite anymore. He pushed his plate away and stared out the window. Out of the corner of his eye, he saw River frown in his direction. Again, he didn't acknowledge her.

She knew he was ignoring her. It hurt, but she took a deep breath and pushed those feelings away. She had to be strong, for the both of them.

By now she had finished her food. Standing, she threw some money on the table and walked out the door. Within seconds, he was by her side. "River, where are you going?"

"Somewhere away from you and your infernal pouting."

The Doctor stopped in his tracks. "I am not pouting."

She kept walking. "Yes, you are, darling. It's rather embarrassing, if you ask me."

He caught back up to her, grabbed her arm, and spun her to face him. "You don't mean that."

She smiled and cupped his face with her hand. "Of course I don't. But you are pouting, and it doesn't become you. So stop it."

"River…"

She put a finger to his lips. "Yes, Sweetie, I know. I know. We'll talk of this later, though." Her hand slipped into his. "For now, let's just enjoy being here."

The corners of his mouth turned up the slightest bit and she felt him squeeze her hand gently. "You got it."

So the two of them spent the rest of the afternoon together, doing things they probably wouldn't do anywhere else. They visited the Silverton Museum, took a tour of the town, witnessed a few staged gunfights, and went to see a play.

They were walking back to the TARDIS when the Doctor asked, "Did you have fun today?"

Surprised, River said, "Y-yes, I did. I had more fun today than I did when we went to Paris."

He smiled down at her. "I'm glad you did."

She was blushing like a school girl on a first date. Only this man could make her do that with a smile and a few words. Oh, how she loved him.

A cold wind blew, wisping through her frizzy hair. She shivered. He immediately took his jacket off and put it around her shoulders, then he tucked her under his arm as they walked.

It was dusk. The sun was setting in a fiery streak on the horizon. Stars began twinkling overhead; the mountains were turning a deep purple color in the waning light. It was all so beautiful. And he got to witness it with the most beautiful woman he knew. The Doctor thought he could stay here like this for the longest time, if possible. Silverton, Colorado was a perfect place.

They turned a corner and collided with someone. The person, a young woman, fell to the ground, but jumped right back up. She looked frightened, in a hurry. Without a word, she grabbed both their hands and set off running down the street. "What the—" the Doctor exclaimed.

"No time to explain," she said in a rush.

River looked behind her shoulder and saw a flash of metal, then a face with two black holes for eyes and a straight line for a mouth. "Was that a—" she almost yelled.

"I said there's no time for that!"

They didn't stop running until they reached an old, dilapidated building near the edge of town. The girl opened the door, pushed them inside, closed the door as quickly as she could and fell against it with a sigh. Her eyes were closed, but when she opened them, they fixated on the Doctor. He met her gaze curiously.

They stared at each other for the longest time, until River interrupted. "What are you doing here?" she asked. She sounded quite angry.

The girl broke eye contact, but he kept looking at her, studying her. She seemed vaguely familiar, somehow, though he knew he'd never met her before.

"I could ask you the same question," she shot back at River. She sounded American, though there was a certain lilt in her voice that suggested she wasn't born here.

"Answer me." River's look was like daggers. What was going on here?

The girl ran a hand through her long, curly, dark brown hair. "It's complicated."

"Well, uncomplicated it."

"I can't. Not here, not now." She glanced back at the Doctor. "Is this him?"

River's gaze softened. "Yes," she said hesitantly. "Yes, it is."

The girl's big blue eyes looked up at him. She smiled. There was something about that smile… He'd seen it before, but he couldn't place where. "I can see why you like him so much," she was saying to River. "Yowza."

The Doctor grinned. He was beginning to like her, whoever she was. "I'm—" he started to introduce himself.

"The Doctor, yes, I know. Ma— River, that is, has told me everything about you."

"Well, I've yet to hear about you."

"Oh!" she exclaimed. She smacked her palm against her forehead, then extended her hand to him. "My name is Amelia. Pleasure to meet you."


	2. Chapter 2

Chapter 2

The Doctor's brow furrowed. "Excuse me, what was that?"

"It's a pleasure to meet you," repeated the girl slowly. The Doctor looked as if he had seen a ghost. _Does he know? _

"I meant what was your name."

"Oh, it's Amelia."

"Amy?" he breathed hopefully. His eyes lit up and quickly faded as she replied.

"Nope, just Amelia."

The Doctor looked really closely at the new girl. He circled her, occasionally lifting her curls to see if she had ginger roots or sniffing her to see if she had the scent of a Pond. But the dark haired girl had neither, only a confused expression and a face that he swore he'd seen before. He started to pull out his sonic screwdriver when River stopped him.

"What are you doing?" she demanded.

"I'm going to get a reading on her," answered her rather befuddled husband, sonic raised and ready to start scanning.

"Do you really have to scan everyone you meet?"

"Well I like to be informed about the people I'm going around with."

"Why don't you just –"

"I hate to break up this lovers' quarrel," Amelia interrupted, "but we probably shouldn't stay in one place."

"Why, what's chasing you?" the Doctor inquired, forgetting about the previous argument.

"Lots of things actually; boys, little furry animals, hobos, policemen, a few vigilante— " The horrified look on River's face made it clear that it was not the best idea to go on with that list. She cleared her throat and moved on. "Anyway, we should really get going. Do the two of you like steak? I think you do. Let's go get some." She started making her way to the back door.

"Amelia-not-Amy, what exactly is after you?" he called after her.

"You'll find out soon enough!" Amelia was already peeping out, making sure it was safe. She motioned for the two of them to follow.

The three strode into the sunlight, under Amelia's instructions to act casual, but careful.

As they passed the brightly colored buildings, painted and built to fit the old wet theme of the town, River couldn't help but think of how nice this was. She was in a quaint little place, with company she adored, and best of yet there was danger arising. Although she was a little concerned for the girl's safety at first, River saw by the way she carried herself when she walked and the sharpness of wit she displayed that Amelia could very well take care of herself.

The Doctor, however, was beginning to get suspicious, and not just about the town. Why was River acting so strange? And why was this Amelia always so vague? Regardless of his growing fondness, which he didn't exactly understand, he still wouldn't allow himself to trust her completely. Not yet.

They finally came upon a powder blue building. Hanging on the far end was a sign with a large mustache that read "Handlebars."

Leading the away, Amelia walked in and immediately sat down next to a boy with short orange hair and a rather large nose. She motioned for River and the Doctor to sit down as well.

River looked around at the cluttered walls. There was everything from mounted animal heads to traffic lights hanging, not only on the walls but from the ceiling. It looked more like the inside of an attic, one that belonged to someone who collected old junk and carcasses. _Of course she would pick a place like this. _

"This place is great, huh?" asked Amelia excitedly.

"Great isn't exactly the word I would use, sweetie," replied River, trying not to sound to displeased.

"Actually this place does have a sort of _charm_ to it," said the Doctor, examining his reflection in a spoon. "Now who might this young gentleman be?"

The ginger boy jumped at the mention of himself. "M-my name is William, sir, William Roderick King," he stammered, "I'm Amelia's b- b- bo- be—"

"Oh, just say it. He's my boyfriend," Amelia flicked William on the nose. "Silly badger."

"Aren't you a little young to be dating?" The Doctor leaned in, examining her face, trying to guess her age.

"Calm down, Doc, I'm almost nineteen, which is plenty old enough to be dating. Heck in this country alone I'm already qualified to vote, drive, and buy cigarettes – not that I do any of that, of course, except drive." She glanced at River before waiving the waitress over. "Hi, can we get four Western Bacon Cheese Burgers, two cokes, a hot tea, and a hot chocolate?"

"But we've already eaten," stated the Doctor.

"Thank you," Amelia told the confused waitress, completely ignoring him.

"But we've already eaten!"

"You could stand another meal." She eyed his thin figure.

The Doctor was speechless until the food came.

"I refuse to eat this food, it was ordered against my will," he pouted.

"Come on, Doc, just try one bite. I wouldn't order it for you if I didn't think you would like it. I even got you some hot chocolate to go with it!"

"Isn't it a bit hot for hot chocolate and tea, sweetie?" River asked, eyeing the steaming cup of questionable brown liquid. They just didn't make good tea in America like they did at home.

"If it isn't too hot for hot food then it isn't too hot for hot drinks."

"Still _not_ eating it," said the Doctor, redirecting the attention back to him.

"Fine, don't eat it. Now about what's go-"

"Wait what do you mean, _'Fine, don't eat it_?' You're playing a mind game with me so I'll eat, aren't you?"

"Come now, love, you're acting like a child," River chided.

"I am not, and I am definitely _not _eating."

"I believe you, Doc. Now abou-"

"And don't call me 'Doc', my name is the Doctor."

"Whatever you say, Doc," dissented Amelia, though the look in her eye clearly said otherwise. "Now as I was _trying_ to say, things started getting weird around here a few days ago. We've been here about a week and some of the people have started acting strange and there's a mysterious smoke rising from the mountain over there. We suspect funny business." William nodded in agreement.

"_How_ have they been acting strangely, exactly?" inquired the now interested Doctor.

"When we first got here, everyone was really friendly, but lately it seems like everyone has lost their personality."

"And they talk funny too," William added.

"Funny how?"

"They-talk-like-this-all-chop-py-and-stuff," said William doing his best robot impression.

"No, it can't be," the Doctor whispered.

"I think it might be actually, darling. I thought I caught sight of what was chasing Amelia but I wasn't quite sure," River said quietly.

"Well what is it, Ma- I mean River?"

"The absolute last thing you'd want to find in an old mining town, or anywhere for that matter," the Doctor said gravely.

"What?" William asked, green eyes opened as wide as he could get them.

"Cybermen."


	3. Chapter 3

Chapter 3.

"That much is obvious," Amelia replied with an eye roll. "We knew they were cybermen. We just don't know what they're doing here."

"You know about cybermen? I thought you were a normal girl!" the Doctor exclaimed. Amelia-not-Amy seemed normal enough. But she did know River. That explained a lot.

"Of course I know about cybermen. I've heard all about them from River here. All sorts of stories. I should know what they look like." Amelia popped a fry in her mouth and looked at William. "Right, sweetie?"

William looked extremely uncomfortable. His gaze was everywhere but the three people sitting with him. Shoving his pile of food away from him, The Doctor said, "Roderick, huh?"

The ginger's eyes snapped up to meet his. "Uh… I like to be called William. Or Will."

"Right." The Doctor nodded.

As The Doctor engaged Will in conversation, River looked at Amelia. Gone was the little girl she once knew. Now she was quite the grown woman. _I wonder what she's been doing all this time?_

Amelia had questions of her own, and yet she knew she'd asked them all before. She had to find a way to talk to River in private. She felt like she was about to burst out of curiosity. Looking out the window, she saw that night had fallen. Those questions would have to wait. "So why would the cybermen be here?"

River put down her cup of tea and looked around the room. "That's exactly what I've been pondering. But we mustn't talk here. The walls have ears, you know."

A few minutes later the group was standing outside the TARDIS. The Doctor had his hand on the door and was looking back at Amelia and Will. "Want to see something cool?"

The pair nodded. The Doctor threw open the door and stepped inside, pulling her along.

"OH MY GOSH, HOW IS THIS POSSIBLE?" Amelia yelled. "WILL, DO YOU SEE THIS? THIS IS AMAZING!" She ran to the middle of the room and twirled around, her arms outstretched.

The Doctor leaned against a railing with his arms folded, looking proud. "She is that." He watched Amelia-not-Amy look around and felt the satisfaction he always did when he showed someone the TARDIS.

"Willy, sweetie, come in here!"

Will, who had been pacing around the box in wonderment, finally wandered inside, the door closing behind him.

"B-b-but how is this-"

"Possible? Well it's all very simple, complicated science that your teeny human brain could never comprehend, so for the time being let's just go with _magic_. Now, cybermen in Silverton – why?" The Doctor asked looking around at his current gang. How he loved a gang, he always was fond of them. Memories of previous ones almost flooded him, but he quickly nipped that in the bud. No time for blubbering, he had a purpose now.

"Well, what does Silverton have that they would want?" River suggested, trying to help with the flow of ideas.

"Yes, exactly! Great job, honey, really brilliant!" he shouted, clapping his hands. Now the gears were really turning. "Silverton, the name alone suggests this is a mining town, regardless of the touristy scenery they've tried so hard to make look 'authentic.' Cybermen obviously aren't built from nothing; they need resources—"

"Which would explain the smoke in the mountains!" Amelia put in.

"Indeed, they're making a factory. But, but how and why they've escaped the notice of the locals is still beyond me." The Doctor tapped a finger against his mouth and pondered his past experiences with the cybermen. They were all very unpleasant, but one thing was consistent in every single encounter. "They've escaped notice because every person who sees them is converted into one," he said simply.

"Into one what?" Amelia asked. Her face was scrunched up in confusion.

"I thought you knew all about cybermen," The Doctor replied mockingly.

"Well I've never had to deal with this type of thing before. I've just heard stories!"

The Doctor began pacing in front of the group, arms folded, with a finger on his lips. "They came here to build a factory to make more cybermen," he said half to himself. "They only came here because of resources. But why?" He stopped walking. "Why would they need to make more cybermen? Why would they need to bother these people to make more cybermen?"

River shook her head. "I don't know, Sweetie."

"We should investigate this further," Will piped up.

"Of course we're going to investigate further, you idiot. We're not just going to leave after finding something like this out." The Doctor shook his head at him. "And here I thought you a smart man, Roderick."

"His name is William, and he's a perfect genius," Amelia said. _Who does he think he is, insulting Will like that? Oh, yeah. He's The Doctor._

"Well, he's acting like an idiot."

Amelia crossed her arms over her chest. "You're being a nozzle."

"I'm being a what?" He looked at River. "I'm being a _what_?" River shook her head again and shrugged. How was she supposed to know what that meant?

"A nozzle," Will said. "It's an insult comparable to 'idiot' or 'douche.' Whichever you prefer." Will smiled at Amelia and put an arm over her shoulders, drawing her close. "Lia is very fond of the word herself."

The two looked at each other and smiled. For a long time. Things were becoming awkward. The Doctor looked over at River, who was inspecting her fingernails like nothing was amiss. Why wasn't she getting down to business like she usually did? She'd have three plans thought up by now!

He looked at the two again. They looked so much like Rory and Amy that it took his breath away. Literally.

Memories came flooding back, memories he wanted to suppress. They overwhelmed him so, he had to grab the railing for support. His breath left him in a rush and he squeezed his eyes shut tightly, trying to push the images away. He felt someone grab his arm. "Are you alright, Sweetie?" he heard River ask.

"Doc?" came Amelia's quiet voice. "Doc, what's wrong?"

He shook his head to clear it and slowly opened his eyes. "It's just your staring at each other… lovey-dovey stuff. It made me quite ill."

Amelia huffed and grabbed Will's hand. "We're going to bed," she announced rather loudly, then headed towards another part of the TARDIS.

"Do you even know where you're going?" River called.

"We'll find our way. Goodnight!" The two disappeared from sight. Silence ensued.

After a few moments, River walked to The Doctor's side and put her hand on his back. She said nothing, waiting for him to speak. It was time for their talk, she supposed. Or half of one, rather. He was very good at avoiding things like this. She'd seen his face when Will hugged Amelia. It was the same look he had when he realized her parents weren't coming back.

"They remind me so much of them," he said quietly.

"I know, Sweetie."

"She's so much like Amy." He turned to face her. "How did you two meet?"

River shook her head. "It's quite a long story."

He smiled sadly. "I'll have to hear it sometime." He paused. "How did she get here, anyway? She's a time traveler, that much is apparent."

"I'm not sure how she got here. She pops up in the strangest places. I don't think she even knows where she's going. As long as she goes somewhere interesting."

"She sounds like me," The Doctor said.

"Yes, yes she does," River replied, half to herself.

_**~x~x~**_

The next morning, the group headed down to The Bent Elbow for breakfast. They talked about their next move while they waited on their food. "So, what's the plan?" Amelia asked.

"There isn't one yet," River said.

"We have to find out what kind of resources they're here for and how they're using it," said The Doctor.

Amelia shook her head. "We already know how they're using it. To build more cybermen."

"Lia, it's more than that. This is a different type of cybermen they've created. They look just like humans. Just like the people they converted. They haven't been able to do that before," Will told her.

The Doctor nodded his head in agreement. "You're smart after all, Roderick!" Will just rolled his eyes and looked out the window. "But yes, he's right. They're doing something completely different. Before they've been able to control humans using some sort of ear plug contraption— rather strange science, if you ask me. But then again, they're strange by themselves…"

River nudged him in the ribs. "It's not polite to talk about people, Sweetie."

He gave her a look and said, "Yes, you're right, of course. Sorry."

"Going back to what Doc said yesterday, why would they want to bother these people to make more cybermen?" Amelia asked. "Can't they just build some themselves? Why do they need humans to help them?"

The Doctor scoffed. "Yes, you know all about cybermen."

"Cybermen are built by using human hosts. Cybermen are humans, actually," River explained. "They just have no emotions and mechanical parts."

Amelia's mouth formed into an O, telling River she understood. She could see the girl's thoughts churning, trying to think through things. River turned to The Doctor. "I believe they're trying to take over the world again."

"Why don't they just give up?" he asked, frustrated. River just shrugged.

Will turned back to the group, saying, "So, what are we going to do about all this? How are we going to stop them?"

"Let's go sneak into the factory and see what's going on," Amelia piped up. Her face burst into a grin and Will groaned at the sight of it.

The Doctor clapped his hands. "Brilliant idea, Amelia-not-Amy!" This time it was River who groaned.

Within the hour, the troop began heading up the mountain, oblivious to the shadow of a figure that lurked behind them every step of the way.


	4. Chapter 4

Chapter 4

By following the smoke and Amelia's tracking skills, the posse was able to find the source in no time.

They approached what looked like an old shed made out of tin sheets ridden with rust. Beside it was a pipe sticking out of the ground, smoke pouring out of it.

"I guess we found where the smoke was coming from," said Amelia

"Yeah, a rusty old shed," Will added. "Odd place for a chimney, though."

"Looks like a rusty old shed," muttered the Doctor waving his sonic screwdriver at the structure, "actually an elevator." He opened a small panel and pushed a button. The unstable looking door shot up and revealed a lift. "Very clever, cybers, very clever. Alright, River, you come with me. Amelia-not-Amy and Roderick, stay up here and stand guard."

"But, Doc, that's not fair! I wanna go!"

"Amelia, darling, do what the Doctor says. There isn't enough room for all of us to go down and it'll be a lot safer up here."

"But, M- River! I don't _want_ safer! I want adventure!" She looked like a five-year-old throwing a tantrum.

"Come on, Lia, I'm sure it'll be just as dangerous up here. The cyber-things could come while they're gone." Will consoled, patting her head.

She gave a sulky look. "Fine, we'll stay up here; but I'm _not_ happy about it!"

"Yes, yes, so terribly dreadful to not be putting yourself in grave danger. Well, dear, let's go." The Doctor stepped into the lift expectantly. River gave one last look to the couple getting left behind and followed.

The door slammed shut. There was no light in the cramped space as they rattled down the shaft in silence.

"River!" he exclaimed.

"What?"

"You know what you did. That really hurt."

"Sorry, love, couldn't resist," she giggled. "Yowza." He could almost feel her smirk in the darkness.

The brakes started to screech. They were almost there. He found his wife's hand and clasped it tight as the door opened. "Geronimo."

~x~x~

Amelia sat sulking on a log next to William, who was more than content with his "guard" position. More than content. He got to spend some _alone time_ with Lia. This was the best job he'd ever had.

He studied her for a few moments. She kept glancing towards the elevator-contraption, and every time she did so she'd start tapping her fingers. He groaned inwardly. Tapping her fingers was a sign that she wanted to do something rash. Like following a man who specifically told her not to follow him into an elevator-contraption. He loved Amelia, but sometimes he wished she didn't like danger so much. Not that he was afraid of danger or anything, he just wanted her safe. And it was increasingly hard to keep her out of harm's way.

"I don't think he likes me," she declared after a long period of silence.

That took him by surprise. "What?"

"I said I don't think he likes me!"

"Why would anyone not like you?" Will put his arm around her. "You're smart, funny, nice, and _really_ cute."

"Oh, stop, I'm being serious," she smiled, shoving him lightly. "I really don't think he-"

"Likes you, I get it. What makes you say that?" He tucked a strand of hair behind her ear and hugged her close.

"Well he always seems frustrated when he talks to me. He's got one heck of an attitude. Dumb nozzle."

"It could be because every time _you_ talk to him _you_ have a little bit of an attitude." She shot him a dirty look. "Or he's just a dumb nozzle," he added quickly.

With an angry huff, Amelia got up and started pacing. "THIS IS SO BORING! IT'S NOT FAIR!" she screamed, kicking the side of the shed.

Much to the surprise of the two teens, the door flew open. Suddenly Amelia acquired a devious expression.

"Oh, no, we are _not_ going in there," Will protested, reading her thoughts. "You heard what the Doctor said, we're supposed to stay out here and stand guard."

"Come on, Willy," she whined, wrapping her arms around his neck, "I wanna do something fun! And the door opened all by itself. It must be a sign."

"Yeah, a sign that it's really easy to break into."

"Pleeeeaaaasseeee, Willy?" She stuck out her lower lip, performing the perfect puppy dog face.

He closed his eyes, trying to resist, but when he opened them again her big blue eyes were staring at him. He was weak, and he hated it. With a regretful sigh, he caved. "Fine."

Amelia squealed and pecked him on the cheek before running directly into the elevator. "I'm an idiot," he said to himself.

Slowly and reluctantly, Will followed her in and caught a final glimpse of the outside world before the door shut.

~x~x~

River and the Doctor stepped into what looked like a mining shaft. The whole place was dim, dusty, and altogether unattractive. Spare supplies were lined against a wall, things like planks of wood, poles, shovels, tools, etc. Light bulbs dangled from the support planks every few feet.

"It's a wonder they don't run into these things," River commented as they walked.

"They are rather inconvenient," he agreed, although it sounded like his mind was miles away.

"Darling?" River asked, touching his shoulder.

"Yes, honey."

"What are you thinking about?"

"Just trying to think of a plan, dear," he said in a monotonic voice.

River looked at her husband. His face was contorted and lines were carved deep into his forehead. He was thinking, but not about a plan. Something was troubling him.

There _was_ something bothering the Doctor. Several somethings, actually. The cybermen and their plans, keeping Amelia-not-Amy, Roderick, and River safe from the cybermen— although River was pretty capable of taking care of herself in any situation, but that didn't mean he didn't worry about her.

The sound of footsteps cut both of their thoughts short, and instinctively the Doctor shoved River into a corner, using his body as a shield. He moved so suddenly that she had to grasp the lapels of his jacket to steady herself.

"I thought you two came down here to investigate," said a condescending voice, "tut, tut."

The Doctor pulled away, flustered. "What are _you_ doing here? I thought I told you two to guard up there?"

"Shh, you don't want them to hear us now do you? Besides, there was nothing to guard; what, you want us to tell a cyberman to not go into its own hideout?"

The Doctor rolled his eyes. "And Roderick, I thought we were on the same side! How could you allow this to happen?"

"She pulled out the puppy-dog eyes, man. There's no refusing the puppy-dog eyes," Will confessed.

"Darling, we really should keep moving, you're causing a ruckus," said River.

"I am _not_ causing a ruckus," the Doctor's voice echoed throughout the shaft. "Okay maybe I am, let's keep moving. But I am _very_ upset by this."

The posse went on for a while with little progress, until they came upon a large room at the end of the shaft. There was machinery everywhere. They were in the transformation area.

"Okay, gang, look for anything suspicious," the Doctor directed, scanning the room.

The gang searched fruitlessly for a good ten minutes when they heard the sound of footsteps, and this time they weren't human. They were the heavy mechanical steps of a cyberman, several actually.

"Hide!" warned River.

The cybermen arrived and they scattered.

"Intruders, prepare to be deleted," the monotone voices of the cybers rang throughout the room.

There were three of them. Amelia looked for Will, but couldn't see him. Maybe that meant they couldn't see him either. She was hidden underneath a contraption covered in tarp. They walked right by her, metal feet stomping the ground hard enough so that she felt the vibrations from it. Still she went undetected, she was safe.

They approached the Doctor and River's hiding spot, which was pressing themselves flat behind a tall control panel. River had her blaster drawn, ready for anything. Had the circumstances been slightly different he would have asked her where she kept it, but the timing didn't seem appropriate at the moment. A question for later, if there would be a later. The steps came and faded. Thankfully, they weren't very thorough. Maybe, just maybe, they could all make it out of here.

Will was breathing heavily, trying to stay calm. He knew if he kept breathing like this they would find him. It wasn't like his spot was full proof, hidden under a row of rods propped up against the wall, making a sort of tent. The stomping of the cybermen got louder and louder. Will's heart was beating in his ears.

Planks crashed to the ground.

"AMELIA!"

They had Will. He tried desperately to free himself from their grasp, but they were just too powerful.

"WILL! WILL!" She sprinted from her hiding place, running towards the cybermen who were dragging her love away. She picked up a large metal rod and started swinging.

Two cybermen attacked while the third carried Will away.

"WILL!" She screamed, still swinging the rod.

"I'LL BE OK, JUST STAY SAFE!" he called back.

She saw the lasers flying at her and from behind. She thought she could hear normal voices calling to her. But she didn't care. Her pole made contact with first an arm, then a head, but it did not good. The cyberman grabbed her weapon and threw it away.

"Prepare to be –"

The threat of the cyborg was cut short when a laser hit its head. Another hit the one next to it.

River came running to Amelia, who was collapsed on the ground, shaking.

"Sweetie, sweetie, are you alright?" she asked, taking the girl in her arms.

"T-They t-took h-him," Amelia whimpered. She looked up at the woman, tears running down her cheeks. "They took Will."


	5. Chapter 5

**A/N: Hey, everyone! Sorry this chapter wasn't updated sooner. I write this with one of my friends and we've both been so busy lately, we didn't have time to write. But enough with these excuses, here's chapter 5! **

Chapter 5.

River gathered the girl close and looked at the Doctor. "What are we going to do?" she asked softly.

He was pacing back and forth, back and forth. He suddenly stopped in front of her. "We can't stay here," he said rather harshly. "We need to go. Now."

Amelia abruptly pushed herself away from River, wiping her eyes. "I saw a tunnel leading out while we were walking. I think it was used as an emergency exit or something, I'm not sure." The Doctor nodded.

Amelia led the way, keeping close to the wall and hiding in the shadows. The sounds of clinks and clangs reached her ears, even the sound of muffled voices, and they tried to lure her back in the midst of the cybermen. All she could think about was Will. What terrible things were those… machines… going to do to him? She would never forgive herself if something happened to him. _Nothing is going to happen to him_, she reminded herself. She would save him. She couldn't now, but she would. She would.

The three of them had reached the tunnel, a cave-like thing made out of dirt, mud, and who knows what else. A sliver of light was visible up ahead. Swiftly and carefully, they moved, trying to avoid the puddles of mud and slime that dotted the ground. Within moments they were outside, but they didn't stop.

They moved through town quickly, although River did notice something weird. There were no townspeople roaming around or moving about like they usually did. It was like a ghost town.

She saw something move out of the corner of her eye. It was a man pulling back the curtains in his window. He was staring at them. Not looking around to see what was going on, he was just staring. Straight at them. Something in his eyes… they looked dead. Lifeless. River turned her head and focused her gaze to the people in front of her.

Once they reached the TARDIS, The Doctor pushed them in and slammed the door shut behind him, locking it. He looked at River. "Did you see that too?"

She nodded. "Yes, I did. I saw an older man looking at us through his window. He was just staring. His eyes looked…"

"Dead?" She nodded again. "They're cybers. Or controlled by them, at least. I'm not really sure, but we must stay out of town." He glanced towards Amelia, who had sat down near the door, and said, "We can't be here long. You don't know what they're going to do to him."

River and The Doctor walked away from the girl, lest she heard something she might not want to. "What if we're too late," she whispered quietly.

He shook his head. "I don't know. If we are, then… Well, let's not think about that. I may have a plan, love, and I think it will work perfectly."

Although they tried to shield her from the possibilities, Amelia heard every word. All the things they could do to Will, they passed through her mind. She saw images she didn't want to see. Closing her eyes and shaking her head to be rid of them, she knew what she had to do. The Doctor and River didn't seem very eager to rescue him, so she'd do it herself. The Doctor may have a plan, but she had one of her own. Kind of.

River's gun lay on the seat next to her. Keeping her eyes fixed on the others, she gently picked up the weapon and walked out the door, leaving it open so they wouldn't hear the door shut.

She raced back towards the cybermen's lair. The cold, dead eyes of the villagers followed her as she passed, but she paid them no heed; she had a single mission in mind – save Will.

_**~x~x~**_

"River, do you feel a slight draft?" The Doctor was in the midst of explaining a rather complex and elaborate plot when this notion hit him.

"I do actually. Amelia, sweetie, did you leave the—" Her eyes wandered over to the place where the girl was sitting only a few moments ago. Seeing the missing gun, girl, and open door, she quickly put three and three together. The pit of her stomach fell. She lifted a shaky hand to her mouth. "Oh, no," she breathed.

"What's wrong?" the Doctor asked.

"She left," she said slowly. "She went after him. That daft little girl is risking her life over a _boy._"

"Well you know what they say about young love—"

"I don't care what they say about young love! I _care_ about who is not here right now in the safety of this TARDIS!"

The Doctor raised a brow. "Don't you think you're being a little melodramatic? I'm sure she's capable of taking care of herself. She's certainly made it quite clear."

She shook her head. "You don't understand," she said as she made her way to the door.

He went after her and grabbed her arm, turning her to him. "Don't understand what?"

She looked at him. It was a look he'd seen before— every time she wanted to tell him something but couldn't. What could it be? Amelia meant a great deal to River, that much was obvious. But why couldn't she tell him something about her? Then it dawned on him. She was someone he'd met before, maybe. Someone he'd forgotten. Regardless, he knew he knew her. His hope soared. _Amy…?_

His hand slipped from her elbow, eyes focused on the floor, thoughts propelled into a rapid motion. River stepped away from him and made her way to the exit. Just before she reached for the door handle he called out to her, his voice serious now. "River, wait."

"What?" she asked rather angrily. Her head turned to face him. He was standing there, arms crossed, looking down his nose at her.

"I think we have time for a story before we go," he said.

"What kind of story?"

"The story of who this girl, Amelia, _really_ is."

_**~x~x~**_

Amelia crept through the tunnels of the mineshaft, looking for rooms and listening carefully to anything that sounded like a scream or muffled cry for help.

She heard the familiar sound of clanking metal footsteps. Quickly slipping into a shadowed corner, she waited for the sounds to increase then fade before continuing her search.

Following a low hum, she entered a large, open room. In the middle of it was the source of the humming; a rusty cylinder with wires and cords coming out of it and stretching off to connect to the whole of the mine. "So this is the source of their power. I guess even cybers need energy," she mused out loud.

She surveyed the room once more. On the floor and in the corners there were scraps and sheets of metal, both big and small. In other places pieces of the cybermen's suits were lying about. Just like the rest of the place, light bulbs hung from the ceiling by cords. There was a long table set next to the cylinder contraption. Amelia walked towards it slowly, trying not to make a sound. As she got closer, she noticed there were stains on it; not stains, but puddles. At first it looked kind of looked like rust, but the color was a deep red. She took her index finger and swiped it through the stuff. "Oh my God," she whispered when she realized what it was. "Oh my God, Will…!"

The sound of rustling reached her ears. She quickly reached for her gun, pulled it out and aimed it, ready to shoot. The sound came to her again and this time she was able to pinpoint where it was coming from. Behind the cylinder contraption.

She moved quickly, ready to come head to head with some cybers, but she was met with another sight altogether. Will sat there, head down, tied to a chair of some sort.

"Will?" His head snapped up at the sound of her voice. "Will!" Amelia ran and kneeled in front of him. Shaky hands began releasing him from his bonds.

With a gag stuck in his mouth, he couldn't speak, so he sat there, looking at her. She had come to rescue him. Without anyone else's help. Her hair was becoming frizzy and tangled, her shirt and pants torn in places, make-up smeared. She was beautiful. The most beautiful thing he'd ever seen.

Once he was free he stood, pulling her with him. He crushed her against his chest and kissed her like never before.

When they at last pulled apart she said, "Happy to see me?" The words were barely out of her mouth when she saw his face. It was covered with bruises, dried blood was caked under his nose and around some cuts on his cheeks and forehead. She gently ran her fingertips over his wounds. "Are you hurt anywhere else?" He shook his head, keeping eye contact with her. She stared into his brown eyes for a few seconds before saying quietly, "I thought they'd gotten to you." Her fingers played fumbled with the hem of his shirt. "I thought…"

He smiled and tried to put a lock of frazzled curls behind her ear. "Ye of little faith."

His expression changed like lightening. "Why are you here by yourself?" he asked harshly. "Where's the Doctor and River?"

She furrowed her brow. "They didn't come."

"Do they even know you came here, Amelia?"

"By now, yeah, probably."

He rolled his eyes and swept a hand through his hair. "I love you, Amelia. So much. But you can be the biggest idiot sometimes."

"Excuse me?" she huffed. "It's not like they were biting at the bits to come get you out of this hell hole!"

He sighed. "Did you think that maybe they were coming up with a plan?" She didn't say anything. "You don't even have a plan, do you?"

She shook her head and looked at the floor.

"Amelia!" He threw his hands up in the air. "What if you had been caught too? Then where would we be?"

"It hasn't happened yet, has it?" She yelled back at him.

The sound of clanking reached them and they exchanged a quick look. He grabbed her hand and began pulling her towards one of the exits, saying, "It's about to happen if we don't get out of here."

Amelia let go of his hand and pulled out her gun. She aimed it at the cylinder in the middle of the room and fired once, twice, a third time. Sparks began flying from the contraption and its humming doubled. "What are you doing?" she heard Will ask.

"Saving the town," she replied, and fired one last time.

_**~x~x~**_

"Sweetie, I've told you already— it's a long story," River said. "Now let's go. We don't have much time."

The Doctor shrugged his shoulders. "They could be dead right now, for all you know. We have plenty of time."

River gasped, but he wasn't fazed. "Tell me River. Is she someone I know? Knew?" Her eyes focused on the floor. He walked until he was right in front of her. Leaning in, he asked softly, "Someone I've forgotten?"

"Someone you haven't met," came her whispered answer.

He stood there with his arms crossed, waiting for her to explain. She took a deep breath, her eyes still staring at the floor, and then took another one. Her gaze lifted to his and he saw tears swimming in them. "Who is she?"

"Your daughter," she said. "She's your daughter."

**A/N: Only one chapter left! Thanks for reading.**

**~Atolli.**


	6. Chapter 6

**A/N: Ok, so I'm terribly sorry for the delay! Here's the last chapter… Enjoy!**

Chapter 6

As soon as the final shot made contact the cylinder began to rumble. A high-pitched sound began softly and grew in volume until it grated on their ears. Sparks started popping around a weird looking screen and other places— soon they were flying everywhere. One landed in a puddle of oil near the contraption, igniting a small flame in a corner.

"Baby…" Will said slowly. He grabbed her hand. "It's time to—"

"Go? Yeah, I think so too." Amelia smiled his way, squeezed his hand, and took off running down the nearest tunnel with Will following quickly behind her.

About halfway through the passageway, a loud _boom!_ came from behind them. The ground underneath their feet began trembling, making them stop momentarily. The two shared a look. They both knew this wasn't going to end well. Amelia tried to compress the dread that was rising in her throat, but it did no good. "Will…" she uttered apprehensively. The shaft was shaking terribly now, the rumbling they heard now was deafening, small bits of dirt had begun falling from the ceiling.

Will shook his head. "It's all right, baby. We'll get outta here fine." With that he took her hand and pulled her with him.

They ran as fast as they could, both covering their mouths from the dust and debris in the air. Will glanced around the place while they ran and noticed the planks embedded in the walls and ceiling were coming loose. One, a few feet ahead of them, fell to the ground with a thud. They cautiously sidestepped it, making sure not to trip.

Amelia spotted a bright light up ahead and let out an excited squeal. They were almost outside! _We're gonna make it! We're gonna make—_

The ground beneath them gave a giant shudder, causing the couple to separate. Will lost his balance and fell, Amelia braced herself against a wall to keep from dropping also.

A cracking noise reached her ears. Looking up, she saw a line making its way through the dirt. Her gaze met Will's for a moment, just a moment. Then a support plank above her broke and fell, along with half the ceiling. She didn't even have time to let out a cry for help.

_**~x~x~**_

The Doctor's eyes widened ridiculously. "One more time, dear?"

"She's your daughter." River looked him in the eye, not surprised to see the shock there. She mentally shook her head. This wasn't how she wanted to tell him.

A long silence followed her words. With each passing moment the butterflies in River's stomach multiplied. Not just because of the Doctor, but because of Amelia. Her daughter was out who-knows-where doing who-knows-what, most likely risking her life. The thought definitely didn't sit well with her. And every moment that was passing was time she could be using to find Amelia. She glanced over at the Doctor.

He had braced himself on the control panel. He had a daughter— with River. A strong, independent, reckless daughter, who was just like her mother. No wonder he recognized her. He wasn't looking at Amy or any other companions, he was looking at River.

He glanced at his reflection in the screen that was hanging above him for a brief moment, looked away, and quickly looked back again. His eyes… she had his eyes. He shook his head. _Should've noticed this when you met her, old boy._

Looking back at River he saw that she'd been watching him uneasily this whole time. He smiled, trying to put her worries to rest. "I love daughters," he said softly.

She opened her mouth to speak but before she uttered a sound, an explosion was heard outside the TARDIS. Her brow furrowed as she went to see what caused the noise. Opening the door, she was met with the sight of smoke flowing upwards from the mountain. "Sweetie—" She didn't even finish her thought. In a flash she was darting towards the cybermen factory and her daughter. The Doctor trailed closely behind her.

They reached the source of the smoke, which was the back entrance to the factory, within minutes. River looked around frantically, searching for Amelia. "She— She's not here…" She turned to face him. "She… She's still—" her voice broke.

The Doctor pulled her into a fierce embrace and slowly stroked her hair. He felt River trembling beneath his touch and said, "She'll be alright, sweetie."

"How do you know?" came her muffled question.

He didn't of course, and the thought nearly tore him to pieces. He wouldn't let River see him worried— then she'd really fly into a panic. He needed to show her he was calm about all this, like she was when Amy and Rory left.

His eyes squeezed shut in an attempt to shut out the pain those memories always brought. But then he realized that if Amelia didn't make it he'd lose yet another person he was close to. But in reality, they barely knew each other— well, he barely knew her. And if they didn't find her he'd never get to know her, his daughter.

He all but pushed River away from him and walked determinedly to the tunnel's entrance.

_**~x~x~**_

Dirt billowed everywhere and it took a moment for Will to see clearly. As soon as the cloud cleared, his gaze fell on the pile of rocks and debris where Amelia had been standing just moments before. He was robbed of breath as panic overcame him.

He ran to the heap and began clawing desperately at the dirt, trying to find her. He saw her hand first, then an arm, and soon after that the whole of her upper body.

After digging her out, he set her down gently and looked her over for injuries. She was covered in nasty bruises, cuts, and scratches. He ran his knuckles across her battered cheek, over the blood that was running down the side of her face. Seeing her like this… it was almost too much. In all the time they'd spent together, he'd never seen her so vulnerable, fragile, hurt. Still, she looked like an angel, an injured angel. Even Michelangelo himself couldn't have sculpted a more beautiful and heartbreaking sight.

A plank a few feet away from them fell, even though the shaft had stopped shaking.

"Alright, we can't stay here any longer," he thought out loud. Will got to his feet and gently scooped Amelia up in his arms. He brushed the hair away from her face. "Don't worry, angel, I'll get us out of here."

**_~x~x~_**

The Doctor met up with Will soon after he'd walked into the shaft. He hurried to the two and asked what happened.

"When we were escaping a plank fell down and knocked her unconscious," he explained. "She shot their power supply after she saved me to stop the cybermen." After a moment he said, "She was just trying to be like her father."

"Let me see her," the Doctor said without even looking at the boy. Will passed her over to him. "Amelia-not-Amy, you certainly are quite brave," he whispered.

He looked at her still form and searched for any signs of life. She was breathing, though her breaths were shallow and seemed labored. With a look at Will, they went as quickly as they could to the entrance.

Outside, River was standing where her sweetie had left her, staring at the shaft opening, hunting for any kind of movement. She nearly passed out from relief when she saw Will and the Doctor exit the place, but that relief vanished when she saw her daughter. "Oh, God," she whispered as she ran to them.

The Doctor laid Amelia down on the ground, as gently as possible, and knelt beside her. He glanced at River who was on the other side of the girl. Tear tracks were visible on her cheeks and her voice trembled as she asked, "Is she going to make it?"

"Only time will tell," came his quiet answer. His fished a handkerchief out of his pocket and began wiping her face of blood.

Amelia furrowed her brow and moved her head away from the Doctor's ministrations. She slowly opened her eyes and looked straight at her father. The corner of her mouth upturned in a half smile. "Are you my mummy?" she asked, voice quite raspy.

He smiled gently down at her. "No, but you're just like her. I'm your father, silly."

"Oh. Nice to meet you, Daddy." She extended her hand.

Instead of shaking her hand, the Doctor cupper her cheek with his palm, stroking it gently with his thumb. "It's very nice to meet you, sweetie, so very nice to meet you."

River quite literally knocked him out of the way and came into Amelia's view. "Don't you ever do that again, do you hear me? What in the world gave you the idea that you could do something like that? You nearly gave me a heart attack," she scolded.

"Yeah, yeah." Amelia rolled her eyes.

"Now you listen to me, missy," she paused and her stern features softened. "I am so proud of you." River grabbed her hand and squeezed it.

"Thanks, mom," She smiled proudly.

Will, who had been sitting back to let the three of them unite again, moved forward the slightest bit. Amelia saw him move from the corner of her eye and turned her head to face him. He was staring straight at her, eyes filled with concern. "Will…" she reached for him.

He went to her and gathered her in his arms, crushing her to his chest. "I thought I was going to lose—"

"You never will," she whispered in his ear. He pulled back and looked at her for a second before kissing her like she'd never been kissed.

"Ahem," the Doctor interjected after a few moments, "yes, you cannot do that in front of us. We are your parents, you know."

River swatted his arm. "Oh, come on, love, she's eighteen now; she's old enough to kiss a boy. Besides, if they can't do that then I can't do this." She leaned in and gave him a quick smooch.

The Doctor pulled away, straightening his bowtie. "Yes, well, just don't make it a habit."

Amelia pulled away from Will and rolled her eyes. "Right, Doc, whatever you say."

"That wasn't very convincing."

"It wasn't supposed to be." She laughed, then winced. The Doctor saw and said, "Let's get you back to the TARDIS so you can get cleaned up and rest. You'll be staying in bed for the next three weeks."

She frowned. "No I will not."

"Yes, you will."

She sighed and said, "Okay, on one condition." She paused. "Will gets to stay in bed with me."

The Doctor sputtered indignantly while Will blushed from head to toe. "Just kidding," she said. "Kind of."

The gang made their way down the mountain, albeit slowly because Will had to carry Amelia. They walked through the town, looking at everything around them. People were roaming around like they've been lost and still didn't know where they were at, others, though, were chatting it up with friends and neighbors like it was any other day. The place definitely had a different air about it.

"Looks like you did save the town, Lia," Will said in Amelia's ear.

She looked around and smiled. "Yeah, guess I did."

A few minutes later they reached the TARDIS. Will put Amelia down carefully and didn't let her go until he was certain she wouldn't fall. She immediately went to the control panel and said, "So, where to now?"

"Bed is where you're going, missy," River said.

"Seriously," she replied with an eye roll.

Will leaned against a railing and crossed his arms. "I don't know about you, but I want to go home."

"Willy, where's your sense of adventure?"

"Blew up with the cybers, I suppose, as yours should have," he mumbled.

Amelia chose not to acknowledge that remark and turned to her father, who had come to stand beside her. "Let's go… anywhere!"

A twinkle lit up in the Doctor's eye, and a familiar grin spread across his face. "Anywhere it is." He pulled a lever on the control panel, and they were off.

**A/N: Thanks so much for reading! I'd love to know what you thought of the whole thing, so please review if you care to.**

**~Atolli.**


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